Unassociated Document

November 3, 2010 To: SodaStream International Ltd. Gilboa Street, Airport City Ben Gurion Airport 70100 Israel Re: Registration Statement on Form S-8 Ladies and Gentlemen: We refer to the registration statement on Form S-8 (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), on behalf of SodaStream International Ltd. (the “Company”), relating to an aggregate of 2,195,838 ordinary shares, par value NIS 0.645 per share of the Company, issuable pursuant to the Company’s 2007 Employee Share Option Plan and 2010 Employee Share Option Plan (the “Plans). This opinion letter is rendered pursuant to Item 8(a) of Form S-8 and Item 601(b)(5) of the SEC’s Regulation S-K prescribed under the United States Securities Act of 1933, as amended (the “Act”). In connection herewith, we have examined the originals, or photostatic or copies, certified or otherwise identified to our satisfaction, of: (i) the form of the registration statement on Form S-8 (File No. 333-_____) (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “SEC”) and to which this opinion is attached as an exhibit; (ii) copies of the articles of association of the Company, as currently in effect; (iii) a draft of the amended and restated articles of association of the Company to become effective concurrently with consummation of the initial public offering of the Company’s ordinary shares (the “Restated Articles”); (iv) resolutions of the board of directors (the “Board”) and the shareholders of the Company which adopt the Restated Articles and relate to the Registration Statement (the “Resolutions”); and (v) such other corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company and have made inquires of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinions hereafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as photostatic or certified copies, and the authenticity of the originals of such latter documents. As to all questions of fact material to these opinions that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company.		Pinhas Rubin Moriel Matalon Ariel Zelichov Zvi Ephrat Jack Smith Daphna Talgam Eyal Marom Gur Y. Savir Ofer Tzur Itay Geffen Eyal Raz Erez Harel Chaim Y. Friedland* Lior Porat Yaron Elhawi Sharon Werker-Sagy Editte Galli Heyne Elite Elkon May-Tal Eli Elya Shlomo Cohen Daniel Paserman** Gil Grady Benjamin J. Waltuch Noam Ronen Eli Cohen Ayeleth Inav-Ripstein Dr. Yael Aridor Bar-Ilan Yoram Arad Maya Sabari (Sadeh) Ari Fried* Adi Ben-Hur Efroni Orly Tenennbaum Hezi Kattan Timor Belan Meir Levin Rani Haj-Yachya Idan Baki Aviram Handel Eldad Tsabari Yair Shiloni Shiri Shani Inbal Aviad Hagar Alon Inbal Zackai-Horev Kfir Yadgar Ilan D. Jonas Michael Ayalon Guy‏ Sturm Guy Ne'eman Omer Poraz Sagit Ohana-Livne Mirit Ber-Hoffman** Assaf Shlush Adi Osovski Nurit Traurik Lior Relevy Tamar Cohen Eyal Nirenberg Harel Shaham Itai Itzkovich Tuvia Grossman Hezy Z. Shalev Jonathan Matalon Dafna Michalevich-Bacharach Adi Nahmias-Twina Idan Netser Yisrael Spero Tal Karni Etai Mashiah Inbal Ravid-Badner Daniel Hoffnung Yonatan Puterman Guy Keren Anat Burger Ofer Fleischer Yoav Friedman Ronit Rozenstein-Barel Miki Roitman Maya Hoftman Asaf Avtuvi Ori Yitzhak Itzchak Lazar Yiftach Farber Gidon Even-Or Moran Erez Ehud Katzenelson Ido Naftali Assaf Prussak Adam Chakir Yoav Kremer Yehonatan Raff * Member of the Bar of the State of New York Member of the Bar of the States of New York and New Jersey * Member of the Bar of the States of New York and Massachusetts **** Certified Public Accountant ______________________________ Zvi Sohar, Of-Counsel Dr. Dalia Even-Lahav, Of-Counsel ______________________________ Eric J. Gornitzky (1921 – 1997) Boaz Nahir (1930 – 2006) Dalia Ronen (1956 – 2000) ______________________________ ESTABLISHED - 1938
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-2- Based upon the foregoing and subject to the qualifications stated herein, we are of the opinion that the shares being registered pursuant to the Registration Statement, have been duly authorized for issuance, and, when issued and paid for in accordance with the Plans, will be duly authorized, validly issued, fully paid and non-assessable. We are members of the Bar of the State of Israel and we do not express any opinion as to the laws of any other jurisdiction other than those of the State of Israel. This opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated. This opinion letter is effective only as of its date, and we disclaim any obligation to advise of any subsequent change of law or fact. We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC. Very truly yours, /s/ Gornitzky & Co.